Convertible Notes

12 Months Ended

Dec. 31, 2011

Convertible Notes [Abstract]

CONVERTIBLE NOTES

NOTE 3. CONVERTIBLE NOTES

2015 Notes

In June 2010, Cadence issued $350.0 million principal amount of 2.625% Cash Convertible Senior Notes Due 2015, or the 2015 Notes. At maturity, the holders of the 2015 Notes will be entitled to receive the principal amount of the 2015 Notes plus accrued interest. The 2015 Notes are convertible into cash prior to maturity upon the occurrence of certain conditions described in the table below. If a holder of the 2015 Notes elects to convert its notes prior to maturity, the holder of the notes will be entitled to receive cash equal to the principal amount of the notes plus any additional conversion value as described in the table below under the heading “Conversion feature.”

Cadence entered into hedge transactions, or the 2015 Notes Hedges, in connection with the issuance of the 2015 Notes. The purpose of the 2015 Notes Hedges was to limit Cadence’s exposure to the additional cash payments above the principal amount of the 2015 Notes that may be due to the holders. As a result of the 2015 Notes Hedges, Cadence’s maximum expected cash exposure upon conversion of the 2015 Notes is the $350.0 million principal balance of the notes. In June 2010, Cadence also sold warrants in separate transactions, or the 2015 Warrants. As a result of the 2015 Warrants, Cadence will experience dilution to its diluted earnings per share to the extent its average stock price exceeds $10.78 for any fiscal quarter. To the extent that Cadence’s stock price exceeds $10.78 at expiration of the 2015 Warrants, Cadence will issue shares to settle the 2015 Warrants.

As of December 31, 2011, the 2015 Notes are convertible into cash from January 1, 2012 through March 31, 2012, because Cadence’s closing stock price exceeded $9.81 for at least 20 days in the 30-day period prior to December 31, 2011. Accordingly, Cadence classified the net balance of the 2015 Notes of $294.1 million as a current liability on the Consolidated Balance Sheet as of December 31, 2011. The classification of the 2015 Notes as current or long-term on the Consolidated Balance Sheet is evaluated at each balance sheet date and may change from time to time depending on whether Cadence’s closing stock price has exceeded $9.81 during the periods specified in the table below under “Early conversion conditions.”

A summary of key terms of the 2015 Notes is as follows:

	2015 Notes
	(In thousands except percentages)
Outstanding principal maturity value – at December 31, 2011	$350,000
Contractual interest rate	2.625%
Contractual maturity date	June 1, 2015
Initial conversion rate	132.5205 shares of common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $7.55 per share of Cadence common stock.
Conversion feature (in addition to principal amount payable in cash)	Cash to the extent Cadence’s stock price exceeds approximately $7.55 per share, calculated based on the applicable conversion rate multiplied by the volume weighed average price of our common stock over a specified period.
Early conversion conditions (or the Early Conversion Conditions)	-      Average stock closing price greater than $9.81 for at least 20 of the 30 last trading days in a fiscal quarter (convertible only for subsequent quarter) -      Specified corporate transactions -      Note trading price falls below a calculated minimum
Conversion immediately preceding maturity	From March 1, 2015 until the second trading day immediately preceding the maturity date, holders may convert their 2015 Notes at any time into cash as described above under “Conversion feature.”
Redemption at Cadence’s option prior to maturity	None
Fundamental change put right	Upon certain fundamental corporate changes prior to maturity, the 2015 Note holders could require Cadence to repurchase their notes for cash equal to the principal amount of the notes plus accrued interest.
Make-whole premium	Upon certain fundamental changes prior to maturity, if Cadence’s stock price were between $6.16 and $40.00 per share at that time, the holders of the notes would be entitled to an increase to the conversion rate. This is referred to as a “make-whole premium.”
Financial covenants	None

Impact of Early Conversion Conditions on Financial Statements

Cadence reassesses whether the stock price conversion condition has been met at the end of each fiscal quarter until maturity of the 2015 Notes. If one of the 2015 Notes Early Conversion Conditions is met in any future fiscal quarter, Cadence would classify its net liability under the 2015 Notes as a current liability on the Consolidated Balance Sheet as of the end of that fiscal quarter. If none of the 2015 Notes Early Conversion Conditions have been met in a future fiscal quarter prior to the one-year period immediately preceding the maturity date, Cadence would classify its net liability under the 2015 Notes as a long-term liability on the Consolidated Balance Sheet as of the end of that fiscal quarter. If the note holders elect to convert their 2015 Notes prior to maturity, any unamortized discount and transaction fees will be expensed at the time of conversion. If the entire outstanding principal amount had been converted on December 31, 2011, Cadence would have recorded an expense of $63.6 million associated with the conversion, comprised of $55.9 million of unamortized debt discount and $7.7 million of unamortized transaction fees.

As of December 31, 2011, the if-converted value of the 2015 Notes to the note holders of approximately $482.4 million exceeded the principal amount of $350.0 million. The fair value of the 2015 Notes was $527.8 million as of December 31, 2011. The 2015 Notes currently trade at a premium to the if-converted value of the notes. The fair value of the 2015 Notes was $443.0 million as of January 1, 2011.

2015 Notes Embedded Conversion Derivative

The conversion feature of the 2015 Notes requires bifurcation from the 2015 Notes and is accounted for as a derivative liability. The fair value of the 2015 Notes Embedded Conversion Derivative at the time of issuance of the 2015 Notes was $76.6 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2015 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2015 Notes. The 2015 Notes Embedded Conversion Derivative is carried on the Consolidated Balance Sheet at its estimated fair value. The fair value was $215.1 million as of December 31, 2011 and $130.2 million as of January 1, 2011.

2015 Notes Hedges

The 2015 Notes Hedges expire on June 1, 2015 and must be settled in cash. The aggregate cost of the 2015 Notes Hedges was $76.6 million. The 2015 Notes Hedges are accounted for as derivative assets and are carried on the Consolidated Balance Sheet at their estimated fair value. The fair value was $215.1 million as of December 31, 2011 and $130.2 million as of January 1, 2011. The 2015 Notes Embedded Conversion Derivative liability and the 2015 Notes Hedges asset are adjusted to fair value each reporting period and unrealized gains and losses are reflected in the Consolidated Statements of Operations. The 2015 Notes Embedded Conversion Derivative and the 2015 Notes Hedges are designed to have similar fair values. Accordingly, the changes in the fair values of these instruments offset during fiscal 2011 and fiscal 2010 and did not have a net impact on the Consolidated Statements of Operations for the respective periods.

The classification of the 2015 Notes Embedded Conversion Derivative liability and the 2015 Notes Hedges asset as current or long-term on the Consolidated Balance Sheet corresponds with the classification of the 2015 Notes, is evaluated at each balance sheet date and may change from time to time depending on whether the closing stock price early conversion condition is met.

2015 Warrants

In June 2010, Cadence sold the 2015 Warrants in separate transactions for the purchase of up to approximately 46.4 million shares of Cadence’s common stock at a strike price of $10.78 per share, for total proceeds of $37.5 million, which was recorded as an increase in stockholders’ equity. The 2015 Warrants expire on various dates from September 2015 through December 2015 and must be settled in net shares of Cadence’s common stock. Changes in the fair value of the 2015 Warrants will not be recognized in the Consolidated Financial Statements as long as the instruments remain classified as equity.

Components of 2015 Notes

The components of the 2015 Notes as of December 31, 2011 and January 1, 2011 were as follows:

	2011			2010
	(In thousands)
Principal amount	$	350,000		$	350,000
Unamortized debt discount		(55,939	)		(69,604	)
Net liability	$	294,061		$	280,396

The effective interest rate and components of interest expense of the 2015 Notes for fiscal 2011 and fiscal 2010 were as follows:

	2011		2010
	(In thousands, except percentages)
Effective interest rate		8.1%		8.1%
Contractual interest expense	$	9,157	$	5,005
Amortization of debt discount	$	13,665	$	7,035

2013 Notes and 2011 Notes

In December 2006, Cadence issued $250.0 million principal amount of 1.500% Convertible Senior Notes Due December 15, 2013, or the 2013 Notes. At the same time, Cadence issued $250.0 million principal amount of 1.375% Convertible Senior Notes Due December 15, 2011, or the 2011 Notes. The 2011 Notes matured on December 15, 2011, at which time Cadence paid the remaining balance on the 2011 Notes in full.

At maturity, the holders of the 2013 Notes will be entitled to receive the principal amount of the 2013 Notes plus accrued interest. The 2013 Notes are convertible into a combination of cash and shares of Cadence common stock upon the occurrence of certain conditions described in the table below. If a holder of the 2013 Notes elects to convert its notes prior to maturity, the holder of the notes will be entitled to receive cash for the principal amount of the notes plus shares for any additional conversion value as described in the table below under the heading “Conversion feature.” As of December 31, 2011, the 2013 Notes are not convertible.

Cadence entered into hedge transactions, or the 2013 Notes Hedges, in connection with the issuance of the 2013 Notes. Pursuant to the 2013 Notes Hedges, Cadence has the option to receive the amount of shares that may be owed to the 2013 Notes holders. The purpose of the 2013 Notes Hedges was to limit Cadence’s exposure to the dilution that may result from the issuance of shares upon conversion of the notes. In December 2006, Cadence also sold warrants in separate transactions, or the 2013 Warrants. As a result of the 2013 Warrants, Cadence will experience dilution to its diluted earnings per share to the extent its average stock price exceeds $31.50 for any fiscal quarter. To the extent that Cadence’s stock price is above $31.50 at the expiration of the 2013 Warrants, Cadence will issue shares to settle the 2013 Warrants.

A summary of key terms of the 2013 Notes is as follows:

	2013 Notes
	(In thousands, except percentages)
Principal maturity value – at issuance	$250,000
Outstanding principal maturity value – at December 31, 2011	$144,461
Contractual interest rate	1.500%
Contractual maturity date	December 15, 2013
Initial conversion rate	47.2813 shares of common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $21.15 per share of Cadence common stock.
Conversion feature (in addition to principal amount payable in cash)
	Shares to the extent Cadence’s stock price exceeds $21.15 per share, calculated based on the applicable conversion rate multiplied by the volume weighed average price of our common stock over a specified period.
Early conversion conditions (or the Early Conversion Conditions)	-     Average stock closing price greater than $27.50 for at least 20 of the 30 last trading days in a calendar quarter (convertible only for subsequent quarter) -     Specified corporate transactions -     Note trading price falls below calculated minimum
Conversion immediately preceding maturity	From November 1, 2013 and until the trading day immediately preceding the maturity date, holders may convert their 2013 Notes at any time into cash and Cadence shares as described above under “Conversion feature.”
Redemption at Cadence’s option prior to maturity	None
Fundamental change put right	Upon a fundamental change prior to maturity, the 2013 Note holders could require us to repurchase their notes for cash equal to the principal amount of the notes plus accrued interest.
Make-whole premium	Upon certain fundamental changes, prior to maturity, if Cadence’s stock price were between $18.00 and $60.00 per share at that time, the holders of the notes would be entitled to an increase to the conversion rate. This is referred to as a “make-whole premium.”
Financial covenants	None

Impact of Early Conversion Conditions on Financial Statements

As of December 31, 2011, none of the 2013 Notes Early Conversion Conditions had been met and the 2013 Notes are classified as a long-term liability on the Consolidated Balance Sheet. The classification of the 2013 Notes as a current or long-term liability on the Consolidated Balance Sheet is evaluated at each balance sheet date and may change from time to time, depending on whether the closing stock price early conversion condition is met for that particular quarter.

As of December 31, 2011, the if-converted value of the 2013 Notes to the note holders did not exceed the principal amount of the 2013 Notes. The total fair value of the 2013 Notes, including the equity component, was $142.3 million as of December 31, 2011 and was $133.3 million as of January 1, 2011.

Repurchase and Retirement of a Portion of the 2013 Notes and 2011 Notes

During fiscal 2010, Cadence purchased in the open market $100.0 million principal amount of the 2011 Notes and $100.0 million principal amount of the 2013 Notes. In a separate transaction during fiscal 2010, Cadence purchased in the open market $5.5 million principal amount of the 2013 Notes. At settlement, the fair value of the liability component of the notes immediately prior to its extinguishment was measured first, and the difference between the fair value of the aggregate consideration remitted to its holders and the fair value of the liability component of the notes immediately prior to its extinguishment was attributed to the reacquisition of the equity component of the notes. The remaining consideration remitted was allocated to the debt component of the notes.

	2011 Notes			2013 Notes			Total
	(In thousands)
Principal amount repurchased	$	100,000		$	105,539		$	205,539
Amount allocated to:
Extinguishment of liability component	$	95,865		$	90,881		$	186,746
Extinguishment of equity component		2,285			3,333			5,618
Total cash paid for repurchase	$	98,150		$	94,214		$	192,364
Principal amount repurchased	$	100,000		$	105,539		$	205,539
Unamortized debt discount		(6,958	)		(15,780	)		(22,738	)
Extinguishment of liability component		(95,865	)		(90,881	)		(186,746	)
Related debt issuance costs		(676	)		(1,084	)		(1,760	)
Loss on early extinguishment of debt	$	(3,499	)	$	(2,206	)	$	(5,705	)

2013 and 2011 Notes Hedges

The 2013 Notes Hedges expire on December 15, 2013 and must be settled in net shares of Cadence common stock. The aggregate cost of the hedges entered into in connection with the 2011 Notes Hedges (which had similar conversion features as the 2013 Notes) and 2013 Notes Hedges was $119.8 million and was recorded as a reduction to Stockholders’ equity. In connection with the purchase of a portion of the 2011 Notes and 2013 Notes in June and November 2010, Cadence also sold a portion of the 2011 and 2013 Notes Hedges representing options to purchase approximately 9.7 million shares of Cadence’s common stock for proceeds of $0.4 million. The estimated fair value of the remaining 2013 Notes Hedges was $1.4 million as of December 31, 2011. Subsequent changes in the fair value of the 2013 Notes Hedges will not be recognized in the Consolidated Financial Statements as long as the instruments remain classified as equity.

2013 and 2011 Warrants

In December 2006, Cadence sold warrants in separate transactions, which consisted of the 2013 Warrants as well as the 2011 Warrants, for the purchase of up to 23.6 million shares of Cadence’s common stock at a strike price of $31.50 per share for proceeds of $39.4 million, which was recorded as an increase in stockholders’ equity. In connection with the purchase of a portion of the 2011 Notes and the 2013 Notes in June and November 2010, Cadence also purchased a portion of the 2011 and 2013 Warrants, reducing the number of shares of Cadence common stock available for purchase by 9.7 million shares at a cost of $0.1 million. The 2011 and 2013 Warrants expire on various dates from February 2012 through April 2012 in the case of the 2011 Notes, and February 2014 through April 2014 in the case of the 2013 Notes, and must be settled in net shares of Cadence’s common stock. Changes in the fair value of the 2011 and 2013 Warrants will not be recognized in the Consolidated Financial Statements as long as the instruments remain classified as equity.

Components of the 2013 and 2011 Notes

The components of the 2013 Notes as of December 31, 2011 and the components of the 2011 Notes and 2013 Notes as of January 1, 2011 were as follows:

	2011			2010
	(In thousands)
Equity component – included in common stock	$	63,027		$	111,375
Principal amount	$	144,461		$	294,461
Unamortized debt discount		(12,719	)		(25,373	)
Liability component	$	131,742		$	269,088

The effective interest rate and components of interest expense of the 2011 Notes and 2013 Notes for fiscal 2011, fiscal 2010 and fiscal 2009 were as follows:

	2011		2010		2009
	(In thousands, except percentages)
Effective interest rate		6.3%		6.3%		6.3%
Contractual interest expense	$	4,119	$	5,579	$	7,159
Amortization of debt discount	$	12,654	$	16,055	$	19,440

Zero Coupon Zero Yield Senior Convertible Notes Due 2023

In August 2003, Cadence issued $420.0 million principal amount of its Zero Coupon Zero Yield Senior Convertible Notes Due 2023, or the 2023 Notes. As of December 31, 2011 and January 1, 2011, the remaining balance and the total fair value of the 2023 Notes was $0.2 million.